MAGELLAN HEALTH,INC. (NASDAQ:MGLN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

MAGELLAN HEALTH,INC. (NASDAQ:MGLN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.

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(e)

The Compensation Committee of the Board of Directors of Magellan Health,Inc. (the “Company”) authorized the grant of non-qualified stock options and performance-based restricted stock units (“PSUs”) to members of management to the Company’s 2016 Management Incentive Plan (the “2016 MIP”) on February25, 2019, with such options and PSUs valued and granted at the close of business on March5, 2019, in accordance with the Company’s equity award policy. On March5, 2019, the Company issued non-qualified stock options to Barry M. Smith, Chief Executive Officer; Jonathan N. Rubin, Chief Financial Officer; Mostafa M. Kamal, Chief Executive Officer, Magellan Rx Management; Daniel N. Gregoire, General Counsel; and Caskie Lewis-Clapper, Chief Human Resources Officer, to purchase 114,286, 35,020, 40,808, 23,703 and 20,281 shares of the Company’s common stock, par value $0.01 (the “Common Stock”), respectively, at an exercise price of $66.57 per share, vesting in three equal annual installments on March5, 2020, March5, 2021 and March5, 2022. Vesting is conditional on the grantee’s continued service with the Company on those vesting dates. The vesting of the options may accelerate upon a termination by reason of retirement as determined to the Company’sRetirement Policy Applicable to Employee Long-Term Incentive Awards or a termination of employment following a change in control of the Company, as provided in the pertinent award notice. Such options have a term of ten years from the date of grant and are otherwise on terms and conditions included in the form of Stock Option Agreement and Notice of Stock Option Grant filed as Exhibits 10.1 and 10.2, respectively, to this Form8-K.

Messrs.Smith, Rubin, Kamal and Gregoire and Ms. Lewis-Clapper also received grants of PSUs for 29,907, 9,164, 10,679, 6,203 and 5,307 shares of Common Stock on March5, 2019. The PSUs will entitle the grantee to receive a number of shares of the Company’s Common Stock determined over a three-year performance period ending on December31, 2021 and vesting on March5, 2022, the settlement date, provided that the grantee remains in the service of the Company on that settlement date. The number of shares for which the PSUs will be settled will be a percentage of the shares for which the award is targeted and will depend on the Company’s “Relative Total Shareholder Return,” expressed as a percentile ranking of the Company’s “Total Shareholder Return” as compared to the Company’s “Peer Group” set forth in the grant notice. The number of shares for which the PSUs will be settled will vary from 0% to 200% of the shares specified in the grant, as follows:

RelativeTotalShareholderReturnRankingoverMeasurementPeriod

PayoutPercentageLevel

75 th Percentile or Higher

200

%

50 th Percentile

100

%

25 th Percentile

50

%

<25 th Percentile

0

%

Under this formula, for every 1% of percentile ranking of Total Shareholder Return that the Company achieves above the median of the Peer Group, the grant recipient will receive an additional 4% of target payout, and for every 1% of percentile ranking of Total Shareholder Return by which the Company is below the median of the Peer Group, the grant recipient will receive a reduced 2% of target payout. For example, if the Company achieves a Total Shareholder Return for the measuring period which ranks 21st among 48 Peer Group companies (and thus is at the 57th percentile), the grant recipient will receive 128% of the shares for which the grant is targeted on the settlement date.

For purposes of the awards, “Total Shareholder Return” is determined by dividing the average share value of the Company’s Common Stock over the 30 trading days preceding January1, 2022 by the average share value of the Company’s Common Stock over the 30 trading days beginning on January1, 2019, with a deemed reinvestment of any dividends declared during the performance period. The Company’s “Peer Group” includes 48 companies which

comprise the S&P Health Care Services Industry Index as of March1, 2019, which was selected by theCompensation Committee of the Company’s Board of Directors and includes a range of healthcare companies operating in several business segments. Such PSU awards are otherwise on the terms and conditions included in the form of Performance-Based Restricted Stock Unit Agreement and Notice of Performance-Based Restricted Stock Unit Award filed as Exhibits 10.3 and 10.4, respectively, to this Form8-K. The vesting of the PSUs may: (i) continue following retirement to the Company’s Retirement Policy Applicable to Employee Long-Term Incentive Awards or (ii) accelerate upon a termination of employment following a change in control of the Company as provided in the pertinentaward notice.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of business acquired:Not applicable.

(b) Pro forma financial information: Not applicable.

(d) Exhibits:See Exhibit Index.

MAGELLAN HEALTH INC Exhibit
EX-10.1 2 ex-10d1.htm EX-10.1 mgln_Ex10_1 Exhibit 10.1   MAGELLAN HEALTH,…
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About MAGELLAN HEALTH,INC. (NASDAQ:MGLN)

Magellan Health, Inc. is engaged in the healthcare management business. The Company’s segments include Healthcare, Pharmacy Management and Corporate. It is focused on managing special populations, complete pharmacy benefits and other specialty areas of healthcare. Its Healthcare includes its management of behavioral healthcare services and employee assistance program (EAP) services, management of other specialty areas, including diagnostic imaging and musculoskeletal management, and the integrated management of physical, behavioral and pharmaceutical healthcare for special populations, delivered through Magellan Complete Care (MCC). Its Pharmacy Management segment consists of products and solutions that provide clinical and financial management of pharmaceuticals paid under medical and pharmacy benefit programs. Its Corporate segment consists primarily of operational support functions. It provides services to health plans and other managed care organizations (MCOs).

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